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VANCOUVER, BC, Nov. 26, 2024 /CNW/ - First Nordic Metals Corp. (the "Company" or "FNM") (TSX.V: FNM, OTCQB: FNMCF, Germany: HEG0) is pleased to announce that it has closed its previously announced "bought deal" private placement offering (the "Offering") for aggregate gross proceeds of C$11,500,368, including the exercise in full of the option granted to the Underwriters (as more particularly described in the news release of the Company dated October 30, 2024). The Offering consisted of the issuance of 34,849,600 units of the Company (the "Offered Units") at a price of C$0.33 per Offered Unit (the "Issue Price").
First Nordic Metals Corp. (CNW Group/First Nordic Metals Corp.)
Haywood Securities Inc. ("Haywood"), as lead underwriter and sole bookrunner, together with Ventum Financial Corp. (together with Haywood, the "Underwriters") acted as underwriters of the Offering.
Each Offered Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company (each whole purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share in the capital of the Company at a price of C$0.45 for a period of 24 months from the closing date of the Offering.
The net proceeds from the sale of the Offered Units will be used by the Company for exploration at its Gold Line Belt projects in northern Sweden, and for general working capital and corporate purposes.
All securities issued under the Offering are subject to a hold period in Canada expiring four months and one day from the closing date of the Offering. The Offering remains subject to the final acceptance of the TSX Venture Exchange (the "Exchange").
In consideration for its services, the Company (i) paid the Underwriters a cash commission equal to 6.0% of the gross proceeds from the Offering (other than in respect of the gross proceeds raised from the issuance of Offered Units to a certain institutional investor, for which a reduced commission of 3.0% was paid), and (ii) issued to the Underwriters that number of non-transferable compensation options (the "Compensation Options") as is equal to 6.0% of the aggregate number of Offered Units sold under the Offering. Each Compensation Option is exercisable to acquire one common share of the Company at a price equal to the Issue Price for a period of 24 months from the closing date of the Offering.
Certain insiders of the Company subscribed for a total of 1.6 million Offered Units under the Offering. Each subscription by an insider of the Company is considered to be a "related party transaction" of the Company within the meaning of Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the Offering, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) insofar as the fair market value of the Offering, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Offering because the details of the insider participation were not finalized until closer to the closing and the Company wished to close the Offering as soon as practicable for sound business reasons.
The Offered Units have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
ABOUT FIRST NORDIC METALS The Company's flagship asset is the Barsele gold project, located in northern Sweden and in a joint venture with senior gold producer Agnico Eagle Mines Limited. Immediately surrounding the Barsele project, FNM is the 100%-owner of a district-scale license position of close to 100,000 hectares on Gold Line Belt. Additionally, in northern Finland FNM is the 100%-owner of a district-scale position covering the entire Oijärvi Greenstone Belt.
ON BEHALF OF THE BOARD OF DIRECTORS Taj Singh, M.Eng, P.Eng, CPA President & CEO, Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements: This news release may include forward-looking statements that are subject to inherent risks and uncertainties, including statements with respect to the Offering, the intended use of proceeds of the Offering, and the ability to obtain final Exchange approval in respect of the Offering. All statements within this news release, other than statements of historical fact, are to be considered forward looking. Although First Nordic believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those described in forward-looking statements. Factors that could cause actual results to differ materially from those described in forward-looking statements include fluctuations in market prices, including metal prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.
